Corner Growth Swings to Profit Amidst Reduced Liabilities

TL;DR

**COOLU's balance sheet is looking cleaner, but it's still a SPAC with no real business, so don't get too excited until a deal is announced.**

AI Summary

Corner Growth Acquisition Corp. (COOLU) reported a net income of $154,265 for the six months ended June 30, 2025, a significant improvement from a net loss of $4,590,303 in the same period of 2024. This turnaround was primarily driven by a positive change in the fair value of warrant liabilities, which contributed $133,333 in income for the first half of 2025, compared to a $2,890,894 loss in 2024. Operating and formation costs decreased substantially to $11,965 for the six months ended June 30, 2025, down from $1,794,686 in the prior year. The company's cash and marketable securities held in the Trust Account increased to $2,000,592 as of June 30, 2025, from $1,967,696 at December 31, 2024. Total liabilities decreased from $296,838 to $175,470 over the same period, largely due to the reduction in warrant liabilities. The company continues to operate as a SPAC, with no operating revenues, focusing on completing a business combination, and has undergone multiple extensions and share redemptions, significantly reducing its Class A ordinary shares subject to possible redemption to 173,653 shares as of June 30, 2025.

Why It Matters

This 10-Q reveals Corner Growth Acquisition Corp.'s improved financial health, primarily due to a favorable revaluation of warrant liabilities and reduced operating costs. For investors, the shift from a multi-million dollar loss to a profit, even if non-operating, signals better balance sheet management and potentially a more attractive vehicle for a future business combination. The significant reduction in Class A shares subject to redemption also means a smaller pool of shares that could dilute a potential deal. In a competitive SPAC market, a cleaner balance sheet and reduced liabilities could make Corner Growth a more appealing partner for target companies, potentially leading to a more successful de-SPAC transaction.

Risk Assessment

Risk Level: medium — The company is a shell company with no operations, relying entirely on completing a business combination, which carries inherent uncertainty. While net income improved, it's driven by non-operating factors like warrant revaluation, not revenue generation. The company has also undergone multiple extensions and significant redemptions, indicating challenges in securing a deal and a shrinking public float, as evidenced by 173,653 Class A shares subject to redemption as of June 30, 2025.

Analyst Insight

Investors should maintain a neutral to cautious stance on Corner Growth Acquisition Corp. (COOLU). While the improved net income and reduced liabilities are positive, the core risk of failing to complete a business combination remains. Monitor for announcements regarding a definitive business combination agreement, as this will be the primary catalyst for any significant share price movement.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$2,000,592

total Debt

$175,470

net Income

$154,265

eps

$0.02

gross Margin

N/A

cash Position

$2,000,592

revenue Growth

N/A

Key Numbers

• $154,265 — Net income for six months ended June 30, 2025 (Significant improvement from a $4,590,303 net loss in the prior year period.)
• $133,333 — Change in fair value of warrant liabilities (Positive income for six months ended June 30, 2025, compared to a $2,890,894 loss in 2024.)
• $11,965 — Operating and formation costs for six months ended June 30, 2025 (Substantial decrease from $1,794,686 in the prior year period.)
• $2,000,592 — Cash and marketable securities in Trust Account as of June 30, 2025 (Increased from $1,967,696 at December 31, 2024.)
• $175,470 — Total Liabilities as of June 30, 2025 (Decreased from $296,838 at December 31, 2024, primarily due to warrant liabilities.)
• 173,653 — Class A ordinary shares subject to possible redemption as of June 30, 2025 (Represents a significantly reduced public float after multiple redemptions.)
• $7,000,000 — Reduced deferred underwriting fee (Payable upon consummation of a business combination, down from an original $14,000,000.)

Key Players & Entities

• Corner Growth Acquisition Corp. (company) — registrant
• CGA Sponsor LLC (company) — original sponsor and holder of Class B ordinary shares
• Continental Stock Transfer & Trust Company (company) — trustee for the Trust Account
• SEC (regulator) — U.S. Securities and Exchange Commission
• Cayman Islands (person) — jurisdiction of incorporation

FAQ

Risk Factors

• SPAC Business Combination Risk [high — operational]: As a Special Purpose Acquisition Company (SPAC), Corner Growth Acquisition Corp. has not commenced operations and relies entirely on completing a business combination. The success of the company is contingent on identifying and merging with a suitable target business, which carries inherent risks of failure, delays, and unfavorable terms. The company has undergone multiple extensions, indicating challenges in securing a combination.
• Dependence on Trust Account and Warrant Valuation [high — financial]: The company's financial performance is heavily influenced by the fair value of warrant liabilities and the assets held in its Trust Account. A significant portion of the net income in H1 2025 ($133,333) was due to a positive change in warrant liability valuation, a volatile item. The company has no operating revenue, and its cash position is primarily tied to the Trust Account, which is subject to redemptions.
• Share Redemptions Impacting Capital [medium — financial]: Significant share redemptions by Class A ordinary shareholders have substantially reduced the number of shares subject to redemption, from 365,719 in H1 2024 to 173,653 in H1 2025. While this reduces potential cash outflows, it also signifies a shrinking public float and potentially less investor confidence or a less attractive acquisition target.
• Limited Operating History and Emerging Growth Company Risks [medium — operational]: Corner Growth Acquisition Corp. is an emerging growth company with no operating history as of June 30, 2025. This status exposes it to all the risks associated with early-stage companies, including unproven business models, management inexperience, and potential difficulties in scaling operations post-combination.
• Deferred Underwriting Fee Contingency [medium — financial]: The company has a deferred underwriting fee payable upon the consummation of a business combination. While reduced from $14,000,000 to $7,000,000, this represents a significant future liability contingent on a successful merger, adding financial pressure to the transaction.

Industry Context

Corner Growth Acquisition Corp. operates within the Special Purpose Acquisition Company (SPAC) sector, which has seen significant activity but also increased scrutiny. The primary goal for SPACs is to identify and merge with a target company, often in technology sectors as indicated by Corner Growth's focus. The competitive landscape for SPACs involves a race to find attractive targets before their deadlines, facing competition from other SPACs and traditional IPOs. Industry trends include evolving regulatory oversight and investor demand for well-vetted targets.

Regulatory Implications

As a SPAC, Corner Growth Acquisition Corp. is subject to SEC regulations governing IPOs, disclosures, and business combinations. The significant changes in warrant liability valuations and share redemptions highlight the financial reporting complexities for SPACs. Evolving regulations around SPACs could impact the feasibility and terms of future business combinations, requiring careful compliance and disclosure.

What Investors Should Do

1. Monitor progress towards business combination completion.
2. Analyze the impact of warrant liability revaluation on net income.
3. Assess the remaining capital in the Trust Account post-redemptions.
4. Evaluate the target company once identified.

Key Dates

• 2020-12-16: Registration statements for Initial Public Offering declared effective — Marks a key step towards the company's public offering and fundraising.
• 2020-12-21: Consummation of Initial Public Offering — Raised $400,000,000 in gross proceeds, establishing the capital for the SPAC's search for a business combination.
• 2025-06-30: Balance Sheet Date — Reporting period end, showing increased cash in Trust Account and reduced liabilities.
• 2025-06-30: Statement of Operations Period End — Reporting period end, showing a significant turnaround to net income driven by warrant liability valuation.

Glossary

SPAC

Special Purpose Acquisition Company. A shell company that is created to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (Corner Growth Acquisition Corp. is a SPAC and its primary activity is seeking a business combination.)

Trust Account

An account where the proceeds from a SPAC's IPO are held in trust, typically invested in U.S. Treasury securities or money market funds, until a business combination is completed or the SPAC liquidates. (The majority of Corner Growth's assets are held in the Trust Account, which is subject to shareholder redemptions.)

Warrant Liabilities

Financial instruments that give the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. In SPACs, these are often issued alongside units and can be revalued each reporting period. (Changes in the fair value of warrant liabilities significantly impacted the company's net income/loss in the reported periods.)

Class A ordinary shares subject to possible redemption

Shares of Class A ordinary stock that holders have the right to redeem for cash, typically at the per-share price at which they were offered, upon the occurrence of certain events, such as a business combination. (The number of these shares has significantly decreased due to redemptions, impacting the company's capital structure.)

Business Combination

The merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination that a SPAC aims to complete with an operating company. (The completion of a business combination is the primary objective and defining event for a SPAC like Corner Growth.)

Year-Over-Year Comparison

Corner Growth Acquisition Corp. has shown a dramatic improvement in its net income for the six months ended June 30, 2025, reporting $154,265 compared to a net loss of $4,590,303 in the prior year. This turnaround is primarily driven by a favorable $133,333 change in the fair value of warrant liabilities, a significant reversal from a $2,890,894 loss. Operating and formation costs have also been drastically reduced to $11,965 from $1,794,686. Total liabilities have decreased from $296,838 to $175,470, largely due to the reduction in warrant liabilities. The cash position in the Trust Account has seen a modest increase to $2,000,592 from $1,967,696, while shares subject to redemption have significantly decreased.

Key Financial Figures

• $0.0001 — N/A Class A Ordinary Shares, par value $0.0001 per share COOL N/A Redeemable warr
• $11.50 — ordinary share at an exercise price of $11.50 COOLW N/A Indicate by check mark w
• $10,000,000 — vocably forfeit $ 7,000,000 (instead of $10,000,000) of the aggregate $ 14,000,000 Original
• $10.14 — taling $ 393,676,799 , or approximately $10.14 per share which includes $ 5,591,169 of

Filing Documents

• corner_10q.htm (10-Q) — 723KB
• corner_ex311.htm (EX-31.1) — 11KB
• corner_ex321.htm (EX-32.1) — 5KB
• 0001477932-25-005719.txt ( ) — 4197KB
• corner-20250630.xsd (EX-101.SCH) — 45KB
• corner-20250630_lab.xml (EX-101.LAB) — 246KB
• corner-20250630_cal.xml (EX-101.CAL) — 28KB
• corner-20250630_pre.xml (EX-101.PRE) — 238KB
• corner-20250630_def.xml (EX-101.DEF) — 195KB
• corner_10q_htm.xml (XML) — 634KB

- Financial Information

Part I - Financial Information

– Financial Statements

Item 1 – Financial Statements 3 Unaudited Condensed Balance Sheet 3 Unaudited Condensed Statement of Operations 4 Unaudited Condensed Statement of Changes in Shareholders' Equity 5 Unaudited Condensed Statement of Cash Flows 6 Notes to Unaudited Condensed Financial Statements 7

– Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations 31

– Quantitative and Qualitative Disclosures About Market Risk

Item 3 – Quantitative and Qualitative Disclosures About Market Risk 41

– Controls and Procedures

Item 4 – Controls and Procedures 41

- Other Information

Part II - Other Information

– Other Information

Item 5 – Other Information 42

– Exhibits

Item 6 – Exhibits 42

Signatures

Signatures 43 2 Table of Contents

- Financial Information

Part I - Financial Information

– Financial Statements

Item 1 – Financial Statements CORNER GROWTH ACQUISITION CORP. CONDENSED BALANCE SHEETS AS OF JUNE 30, 2025 AND AS OF DECEMBER 31, 2024 As of As of June 30, December 31, 2025 2024 (Unaudited) (Audited) ASSETS Current assets Cash $ - $ - Prepaid expenses - - Total current assets - - Cash and marketable securities held in Trust Account 2,000,592 1,967,696 Total Assets $ 2,000,592 $ 1,967,696 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT Current liabilities Due to related party $ 27,388 $ 24,849 Due to shareholders - - Accrued expenses 14,748 5,323 Total current liabilities 42,137 30,172 Warrant liabilities 133,333 266,667 Deferred underwriting fee payable - - Total Liabilities 175,470 296,838 COMMITMENTS AND CONTINGENCIES Class A ordinary shares subject to possible redemption, 173,653 shares at redemption value as of June 30, 2025 and December 31, 2024 2,000,592 1,967,696 Shareholders' Deficit Preference Shares, $ 0.0001 par value, 1,000,000 shares authorized; none issued and outstanding - - Class A ordinary Shares, $ 0.0001 par value, 300,000,000 shares authorized; 9,825,000 and 9,825,000 issued and outstanding (excluding 173,653 shares subject to possible redemption as of June 30, 2025 and December 31, 2024, respectively) 982 982 Class B ordinary Shares, $ 0.0001 par value, 30,000,000 shares authorized; 175,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 18 18 Additional paid-in capital 5,761,840 5,761,840 Accumulated deficit ( 5,938,310 ) ( 6,059,678 ) Total Shareholders' Deficit $ ( 175,470 ) $ ( 296,838 ) TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT $ 2,000,592 $ 1,967,696 The accompanying notes are an integral part of these unaudited condensed financial statements 3 Table of Contents

FINANCIAL STATEMENTS JUNE 30, 2025

FINANCIAL STATEMENTS JUNE 30, 2025 Note 1—Description of Organization, Business Operations and Basis of Presentation Corner Growth Acquisition Corp. (the "Company"), was incorporated as a Cayman Islands exempted company on October 20, 2020 . The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a "Business Combination"). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses in the technology industries primarily located in the United States. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2025, the Company had not commenced any operations. All activity through June 30, 2025 relates to the Company's formation, its initial public offering described below (the "Initial Public Offering") and, since the closing of the Initial Public Offering, the search for initial Business Combination candidates, and since the signing of the Business Combination Agreement described below, the completion of this proposed transaction. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and will recognize changes in the fair value of warrant liabilities as other income (loss). The Company has selected December 31 as its fiscal year end. The Company's original sponsor is CGA Sponsor LLC, a Delaware limited liabili

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